Grand National Curling Club of America, Inc. By-Laws

Transcription

1 Grand National Curling Club of America, Inc. By-Laws As Amended May 19, 2018 As Amended Dec. 5, 2017 As Amended May 18, 2013 As Amended April 14, 2012 As Amended May 22, 2011

2 Table of Contents GNCC By-Laws ARTICLE I Membership...1 Section 1 Eligibility...1 Section 2 GNCC Powers and Prerogatives...1 Section 3 New Club Petitions...1 Section 4 New Member Club Confirmation Procedure...1 Section 5 Honorary Life Member...3 Section 6 Associate Member Club...3 Section 7 Re Admission of Associate Member Club...3 Section 8 Accredited Four Year College or University Club...3 Section 9 Grand National Representative Assignment and Duties...4 Section 10 Eligibility to be a Grand National Representative...4 Section 11 Disputes...4 Section 12 Suspension of Membership Privileges...4 ARTICLE II The Board of Directors...5 Section 1 Board of Directors Charter...5 Section 2 Board of Directors Members...5 Section 3 Term of Office...5 Section 4 Duties for the Directors...5 Section 5 Director Vacancies...5 Section 4 Eligibility to hold Office...6 Section 5 Board of Directors Background Screening Requirements...6 ARTICLE III Meetings...9 Section 1 Membership Meetings...9 Section 2 Membership Meeting Quorum...9 Section 3 Grand National Representative Proxy...10 Section 4 Member Club Voting...10 Section 5 Annual Membership Meeting Order of Business...11 Section 6 Board of Directors Meetings...11 Section 7 Board of Directors Meeting Quorum...12 Section 8 Board of Directors Proxy

3 Section 9 Consent Meetings...12 Section 10 Conducting Consent Meeting...12 Section 11 Time Limit for Signing Minutes...13 Section 12 Membership Meeting Ratification...13 Section 13 Board of Directors Meeting Ratification...13 Section 14 Actions on Consent Agreement...13 ARTICLE IV Committees...14 Section 1 Advisory Committee...14 Section 2 Nominating Committee...14 Section 3 Nominating Committee Duties...14 Section 4 Creating Committees as Required...14 Section 5 Eligibility to Chair a Committee...15 ARTICLE V Dues and Finances...15 Section 1 GNCC Fiscal Year...15 Section 2 Dues Submission...15 Section 3 Membership Roster Submission...15 Section 4 USCA Dues Submission...15 Section 5 GNCC Funds Accounting...16 Section 6 GNCC Budget Approval...17 Section 7 Non Budgeted Expenditures...17 Section 8 Independent Audits...17 ARTICLE VI Rules and Disputes...18 Section 1 Rules Governing Play...18 Section 2 GNCC Curling Season`...18 Section 3 Disputes...18 ARTICLE VII Amendments...19 Section 1 By Law Amendments...19 Section 2 By Laws Amendments Membership Meeting Changes...19 ARTICLE VIII USCA Directors...20 Section 1 USCA Directors Election and Duties...20 Section 2 Commencement of Duties...20 Section 3 Filling USCA Directors Vacancies

4 Section 4 Length of Term...20 ARTICLE IX Insurance...21 Section 1 Member Club Requirement to Maintain Insurance Coverage...21 Section 2 Directors and Officers Insurance...21 Section 3 Bonding...21 Section 4 Insuring GNCC Assets...21 ARTICLE X Liquidation...21 Section 1 Liquidation of Assets

5 GRAND NATIONAL CURLING CLUB OF AMERICA, INC. BYLAWS ARTICLE I - Membership Section 1 Eligibility Any club, either strictly a curling club or one having curling as part of its activities, shall be eligible to membership in the Grand National Curling Club of America, Inc., (GNCC), if it consists of at least eight (8) individual members, has a name, and is governed by office bearers, under a code of regulations. Section 2 GNCC Powers and Prerogatives The GNCC shall receive all its powers and prerogatives from the clubs which are, and may become, members thereof. By such vested power it shall be the supreme authority to decide all disputes between member clubs, lay down rules for the government of curling matches, distribute prizes for competition by member clubs, and issue a membership certificate to clubs becoming members of it. Section 3 New Club Petitions Any curling club or one having curling as part of its activities may make application for admission to the GNCC Secretary at any time during the year, but shall not be allowed to compete for medals or otherwise participate as a member until its admission has been sanctioned by majority vote of the Membership at the Annual Membership Meeting, any special meeting called for the purpose, or through voting. Section 4 New Member Club Confirmation Procedure The GNCC Club acceptance procedure shall be as follows, the procedure is shown for voting, but each step requiring a vote may be performed in a Board of Directors or Membership Meeting as appropriate. (i) The Applicant Club shall submit all admission documents and fee to the GNCC Secretary, including; Requirements of Article 1 Section 1, Club Roster, GNCC Club Application Fee, Code of Regulations ( By-Laws ), Designation of Officers, Designation of GNCC Representative, and Request Letter to join GNCC. Within thirty (30) days after 4

6 receipt, the GNCC Secretary shall review and determine that all documents are in order, or return for corrections. If the Application is in order the Secretary shall pass the Application to the GNCC Board for consideration. (ii) Within thirty (30) days from receipt of the Secretary s notice, the GNCC Board of Directors shall vote to conditionally accept or reject the application (the Thirty (30) Day Vote ). A 51% majority shall be required to conditionally accept the application. Any votes not received shall be entered as a NO VOTE for the voting tally. All votes will then be counted, and a pass/fail determined. (iii) Upon acceptance of the Application by the Board, the Secretary shall forward to the Grand National Representatives the Application together with a notice of the vote of the Board for their consideration together with a notice that they are required to vote to accept or reject said Application within Thirty (30) days. (iv) Within thirty (30) days from the date of the Secretary s notice that the vote has passed the Board of Directors, the GNCC Club Representatives vote to accept or reject said application. A 51% majority shall be required to accept the club into the GNCC. After the Thirty (30) day period, any votes not received shall be entered as a NO VOTE for the voting tally. All votes will then be counted, and a pass/fail determined. Section 5 Honorary Life Member Honorary Life Members: Individuals may be selected by the Awards Committee for meritorious service to the GNCC and, upon approval of the Membership at the Annual Meeting, will be awarded Honorary Life Membership. All Honorary Life Members who had previously received this award are hereby accepted by the GNCC and their names shall be permanently entered into the official records. Section 6 Associate Member Club A GNCC member club, which has been in good standing for a minimum of 15 years, may petition to become an Associate Member Club of GNCC. An Associate Member club may not compete for GNCC medals nor have voting rights. To become an Associate Member Club, officers of the club seeking associate member status must petition, in writing, the secretary of the GNCC stating the reasons for this request. Such petition shall be an agenda item at the next 5

7 Annual Meeting of the Membership or at any special meeting called for the purpose and shall require approval by a majority vote of the members in attendance. Admission fees shall be established in accordance with Article V - Dues and Finances. Section 7 - Re-Admission of Associate Member Club For re-admissions to full membership after a temporary suspension, a letter must be written by the club to the GNCC secretary, within one year from the date of suspension, requesting re admission and the club must be represented at the Annual and any special meetings of the GNCC. Any fees in arrears must be paid prior to re admission. Re-admission must be sanctioned by a majority vote at a meeting of the membership. Section 8 - Accredited Four-Year College or University Club Accredited four-year colleges or universities may request membership in the GNCC if they have curling ice facilities available, have a name and are governed by office bearers, under a code of regulations. Full-time student members are eligible to curl in GNCC competition but not beyond, unless their club complies with Article V Section 2, and Article V Section 3 of the GNCC By-Laws. Section 9 - Grand National Representative Assignment and Duties It is obligatory on each member club to appoint one delegate, designated herein its Grand National Representative ( representative ), to attend all meetings of the Membership and otherwise to represent its interests in all matters pertaining to Grand National affairs. The primary functions and authority of the Membership are to elect a board of directors and United States Curling Association (USCA) board members at the Annual Meeting, to approve all proposed charter and by-law amendments, to pass on all applications for admissions, to approve an annual budget submitted by the Board of Directors, to have the sole authority, upon the recommendation of the Board of Directors, to suspend or dismiss member clubs from membership. Approval of the Membership shall also be required for any major decision affecting the structure of the GNCC, such as merger or dissolution. 6

8 Section 10 - Eligibility to be a Grand National Representative No person shall be eligible to act as a member club Grand National Representative unless such person is a member in good standing with the GNCC Member Club according to the records of the GNCC. Section 11 - Disputes Matters concerning the GNCC may be submitted in writing to each Grand National Representative by the GNCC secretary, and any opinions of Representatives shall be in writing and forwarded to the GNCC secretary who in turn shall submit them to the club or person submitting the concern. Section 12 - Suspension of Membership Privileges Member clubs that fail to maintain the membership requirements of Article 1 Section 1, Article V Section 2 (for current or previous years), Article V Section 3 or Article IX Section 1, shall not be permitted to claim or compete for prizes. They shall be suspended from all privileges of the GNCC, including voting, and may be removed from membership in the GNCC on a majority vote of the Membership at the Annual Meeting. ARTICLE II - The Board of Directors Section 1 Board of Directors Charter. The management of the operations and business of the GNCC shall be the authority and responsibility of its Board of Directors. Section 2 Board of Directors Members The Board of Directors (BoD) shall be elected by the Membership and shall consist of the Chair of the Board of Directors (CBoD), the Vice Chair of the Board of Directors (VCBoD), nine (9) Managing Directors (MD) and a Managing Director Treasurer. Section 3 Term of Office (i) Chair, the Chair shall be elected at the Annual Meeting and shall serve a term of two (2) years, starting on the first day of the month following the Annual Meeting. The Chair shall be allowed to hold office for one (1) term and must be out of office for one (1) year prior to again running for Chair or Vice Chair. 7

9 (ii) Vice Chair, the Vice Chair shall be elected at the Annual Meeting and shall serve a term of two (2) years, starting on the first day of the month following the Annual Meeting. The Vice Chair shall be allowed to hold office for one (1) term and must be out of office for one (1) year prior to again running for Vice Chair. Nothing in this section will prevent the Vice Chair from running for Chair the following year. (iii) Managing Directors, the Managing Directors will be divided into three (3) groups designated as A, B and C. In turn each group shall be elected at the Annual Meeting and shall serve a term of three (3) years, starting on the first day of the month following the Annual Meeting. The Managing Directors shall be allowed to hold office for two (2) terms and must be out of office for one (1) year prior to again running for Managing Directors. Exception to Paragraph iii above: at the first election of Managing Directors group A shall be elected for a term of one (1) year, group B shall be elected for a term of two (2) years and group C shall be elected for a term of three (3) yeas. (iv) Managing Director Treasurer, The Managing Director Treasurer shall be elected at the Annual Meeting and shall serve a term of five (5) years, starting on the first day of the month following the Annual Meeting. In order to provide continuation in our financial affairs and on the advice of the Corporation s accounting firm, the Managing Director Treasurer shall be allowed to serve at the pleasure of the membership. (v) Secretary, the Secretary shall be a non-voting member of the Board of Directors and will serve at the pleasure of the Chair with the advice and consent of the Board of Directors. Section 4 Duties of the Directors (i) Chair, The Chair shall be the chief executive officer of the GNCC and shall preside at all meetings of the Membership and of the Board of Directors. 8

10 (ii) Vice Chair, The Vice Chair shall assist the Chair in the performance of the Chair 's duties, shall preside at meetings of the Membership and the Board in the absence of the Chair, and, in the event the Chair should fail or cease to so serve, shall serve as Chair Pro Tem until the next Annual Meeting of the Membership, or at a special meeting specifically called for the purpose. (iii) Managing Director, The Managing Directors responsibilities shall be specific to each MD and will be assigned by the chair with the advice and consent of the Board of Directors. (iv) Managing Director Treasurer, The Managing Director - Treasurer shall keep an account of all money received and report the same three (3) times a year; Annual Meeting, Fall Executive Meeting, and within a month of the dues submission deadline as specified in Article VI Section 2, or as requested by the Board of Directors. Section 5 Board of Director Vacancies In the event of any vacancy in the Board, such vacancy shall be filled by the Board until the next Annual Meeting, or a special meeting specifically called for that purpose. For the purpose of term limits, if the appointee serves more than on half (½) of the standard term, then they may run for only one (1) additional term. If the appointee serves less than on half (½) of the standard term, then they may run for two (2) additional terms. Section 6 Eligibility to hold Office No person shall be eligible for Board of Directors positions unless such person is a member in good standing with a GNCC Member Club according to the records of the GNCC. Section 7 Board of Directors Background Screening Requirements No person shall be eligible for a Board of Directors position without passing a yearly (12 month window) background check. The USOC/USCA sponsored background check program available through the GNCC shall be used, and the cost borne by the person seeking the Board of Directors position. 9

11 Section 8 Dismissal of GNCC Directors This section is to include all members of the Board of Directors. The Directors of the GNCC may be dismissed for wanton failure to perform duties, illegal, immoral or unethical acts. (i) A formal complaint from a Member Club must be submitted in writing to the GNCC Secretary, or other GNCC Officer if the Secretary is suspected of being involved in the alleged misconduct. A Conduct Review Committee shall review and approve/reject the complaint and subsequent actions. (ii) The Conduct Review Committee shall be appointed by the Chair BoD or Vice Chair BoD (as the case may require) and shall consist of two (2) GNCC Directors and two (2) GNCC Club Presidents, all of which shall not be involved directly or indirectly in any alleged misconduct. (iii) The Accused shall have the right to be advised of the details of the complaint and mount a defense. (iv) Both parties may bring witness and introduce evidence. Three (3) or more Conduct Review Committee members must vote in favor of removal or a dismissal of service. If removed or dismissed, the Board of Directors shall fill the position in accordance with Section 5 of this Article. (v) An appeal to reappoint may be made at the next Annual Meeting. A request for appeal shall be submitted in writing to the GNCC Secretary a minimum of 45 days prior to the annual meeting. (vi) The Secretary shall provide notice to the GNCC Representatives a minimum of 30 days prior to the Annual Meeting, The notice shall include the formal complaint, evidence introduced to the Conduct Review Committee and a summary of the Conduct Review Committees findings with all names redacted. (vii) Said Representatives shall meet in special session to consider the appeal. The Representatives may uphold or overturn the Conduct Review Committees decision by a majority vote of those present voting in person or by general proxy. If the Conduct 10

12 Review Committee s ruling is overturned, the accused shall be reinstated in office and serve the remainder of the term in office. (viii) The decision of the Representatives shall be final and not subject to further appeal or review. ARTICLE III Meetings Section 1 - Membership Meetings The Annual Meeting of the Membership ( Annual Meeting, Annual Membership Meeting ) shall be held in the spring of each year at a time and place to be selected by the Board of Directors. Special meetings may be called by the Chair, BoD, or at the written request to the secretary of a majority of the Board of Directors, or a majority of the Grand National Representatives. Notices of meetings of the Membership shall be given to all Grand National Representatives at least fifteen (15) days prior thereto. Section 2 - Membership Meeting Quorum Forming a quorum at the Membership or Special Meetings of the membership, shall consist of not less than fifty one (51%) percent of the Grand National Member Clubs that exceed twenty five (25) members as recorded by the Grand National Records, in attendance at the meeting. Grand National Representatives or persons given General Proxy for the designated members club shall constitute attendance. Section 3 - Grand National Representative Proxy (i) Grand National Representative General Proxy. Any such Grand National Representative unable to attend a meeting may grant a General Proxy to any member in good standing of the club represented, according to the records of the GNCC. This proxy shall have full voting privileges for the member club and shall count toward quorum for the meeting. Assignment of general proxy shall be made in writing to the GNCC Secretary prior to opening the meeting, and shall be signed by the designated member club Grand National Representative. 11

13 (ii) Grand National Representative Limited Proxy. Any such Grand National Representative unable to attend a meeting may grant a Limited Proxy to a Grand National Representative of any other Grand National Club. In the absence of such limited proxy, no representative may vote the interests of another member club. A Limited Proxy shall have voting privileges for the member club in accordance with Article IV Section 3 (iii), and shall not count toward quorum for the meeting. Assignment of limited proxy shall be made in writing to the GNCC secretary prior to opening the meeting, and shall be signed by the designated club Grand National Representative. (iv) Authority of Limited Proxy is to elect a GNCC board of directors and USCA board members at the Annual Membership Meeting. Section 4 Member Club Voting All member clubs in good standing of the GNCC shall be entitled to vote at Membership Meeting and at any Special Meetings of the Membership. Each member club shall be entitled to one vote for each of its members in good standing with the GNCC, according to the records of the GNCC. All votes for a member club shall be held by said clubs designated Grand National Representative. The number of votes a club holds shall be determined by the respective member clubs membership in good standing reported to the GNCC as of December 15th, in compliance with Article V Section 2 and Article V Section 3. Section 5 - Annual Membership Meeting Order of Business. Meetings of the Grand National Curling Club shall be ordered as required, but a typical order of business is suggested. This order is non-binding. ORDER OF BUSINESS: 1. Roll call, confirmation of quorum. 2. Reading/approval of minutes of previous meeting. 3. Reports from GNCC Officers 4.. Reports from USCA Directors 5. Reports from invited committees 6. New business. 12

14 7. Old business. 8. New club petitions 9. Awards 10. Election and installation of officers and directors. 11. Adjournment. Section 6 - Board of Directors Meetings (i) The Board of Directors shall meet regularly in person at least twice during the year, one meeting to be held in conjunction with the Annual Membership Meeting, and one to be held during the fall (the Fall Executive Meeting ) of each year at a time and place to be designated by the Chair BoD. Special meetings may be called by the Chair BoD, or at the written request of any three (3) directors, on no less than fifteen (15) days prior written, electronic, fax or telephonic notice. Attendance at a meeting, however, shall constitute a waiver of such notice. (ii) The USCA Directors are encouraged to attend all GNCC Board of Directors meetings and shall receive minutes of said meetings. USCA Directors shall not vote at GNCC Board of Directors meetings unless said director also holds a GNCC Board of Director position that grants voting privileges. Section 7 Board of Directors Meeting Quorum Forming a Quorum at a Board of Directors meeting or Special Meeting of the Board of Directors shall be 66% or greater of all voting eligible Board of Directors members. Section 8 Board of Directors Proxy Proxy representation at Board of Directors meetings is prohibited. 13

15 Section 9 - Consent Meetings Consent meetings shall not replace the Annual Membership Meeting, Board of Directors meeting held in conjunction with the Annual Membership Meeting, or the fall Board of Directors Meeting (the Fall Executive Meeting ). Consent Meetings may be used for Special Meetings as described in Article III Section 1, Article III Section 6 and Article VIII Section 3. Section 10 Conducting Consent Meeting Any action required by these By-Laws to be taken, or which may be taken at a Special Meeting of the Membership or a Special Meeting of the Board of Directors, may be taken without a meeting by consent. Such Consent Meeting may be held by Telephonic, Electronic or Fax Communication. All such Consent Meetings shall be reduced to a writing (the minutes ), which may be contained in a single document or may be contained in more than one document, setting forth the action so taken. Section 11 Time Limit for Signing Minutes Said minutes shall be signed by the Grand National Representatives or by the Board of Directors Members, as the case may be, within thirty (30) days and returned to the GNCC Secretary. After thirty days the GNCC Secretary shall tally the received minutes and document the responses. Section 12 Membership Meeting Ratification A consent meeting minutes of the Membership shall be signed by Grand National Representatives and sent to the GNCC Secretary. A minimum of fifty one percent (51%) of member clubs shall have returned signed minutes to be valid. The time to receive signed minutes shall not exceed Thirty (30) days. Section 13 Board of Directors Meeting Ratification A consent meeting minutes of the Board of Directors shall be signed by Board of Director Members and sent to the GNCC Secretary. A minimum of sixty six percent (66%) of Board of Director Members shall have returned signed minutes to be valid. The time to receive signed minutes shall not exceed Thirty (30) days. 14

16 Section 14 Actions on Consent Agreement No action shall be taken on the matter or matters considered in said consent meeting until all signed meeting minutes are received and recorded by the GNCC Secretary. ARTICLE IV - Committees Section 1 Advisory Committee There shall be an Advisory Committee consisting of all living past Chair BoDs of the GNCC with whom the Board of Directors may consult when desired. Section 2 Nominating Committee A Nominating Committee shall be appointed once every two years, by the Chair BoD. This committee shall be composed of five members none of whom may be Managing Directors. No two members may belong to the same member club. Section 3 - Nominating Committee Duties The Nominating Committee will be responsible for selecting a slate of candidates for the officers Managing Directors, Chair, BoD and Vice Chair, BoD of the GNCC, the USCA directors from the GNCC. This committee shall submit its report at the Annual Meeting, but prior thereto shall, through its chairperson, consult with the Chair BoD as to its recommendations, and receive and consider any names proposed by the Chair BoD. The nominations committee shall recommend candidates for all open committee positions at the request of the Chair BoD. Section 4 Creating Committees as Required. The Board, on recommendation of the Chair BoD, shall designate and fill such other committees as it shall from time to time deem appropriate. Provided, however, that any committee performing the functions of an executive committee, shall be composed solely from Board membership and shall execute no major functions reserved to the Board without obtaining Board ratification thereof as soon as practicable under the circumstances. An executive committee is defined as any committee involved with the planning, management or structure of the GNCC. All committees shall be established with a clear line of reporting through a GNCC officer. All committees shall create a written report for the Annual Meeting documenting activities, financial reporting (if any), and plans for the following year. 15

17 Section 5 Eligibility to Chair a Committee No person shall be eligible to act as Chairperson of a GNCC Committee unless such person is a member in good standing with a GNCC Member Club according to the records of the GNCC. ARTICLE V - Dues and Finances Section 1 GNCC Fiscal Year The Fiscal Year for the Grand National Curling Club of America, Inc. is the first day of April through the last day of March. Section 2 - Dues Submission i. Admission Fees Admission fees (admission fees include GNCC member club dues and GNCC membership dues) shall be established annually by the Membership and shall be payable on or before December 15 of each year, to the Secretary or designated Membership and Dues Chairperson. Payment of this Admission Fee shall establish Membership in Good Standing for GNCC Clubs and GNCC membership from January 1 to December 31, of the following year. In cases where curling clubs are connected with other membership organizations, annual dues shall only apply to the curling members of such organizations. ii. New Clubs Any club accepted for membership by the GNCC between January 1 and October 31 shall pay One Third (1/3) of the standard GNCC membership dues for that year. Fees shall be paid within Sixty (60) days of acceptance for membership by the GNCC. Any club accepted for membership by the GNCC Between November 1 and December 31 will pay no GNCC membership dues for the current year, will be considered a New club the following year and shall pay One Third (1/3) of the standard GNCC membership dues for that year. Fees will be paid in accordance with Article V, Section 2, i of these bylaws. 16

18 iii. Second Year Clubs Any club paying its second year s Admission Fees, shall pay GNCC membership dues equal to Two Thirds (2/3) of the standard GNCC membership dues. All fees will be paid in accordance with Article V, Section 2, i of these bylaws. iv. Third Year Clubs Any club paying its third year, or greater, Admission Fees, shall pay Admission Fees in full, in accordance with Article V, Section 2, i of these bylaws. Section 3 Membership Roster Submission Secretaries or chairpersons of member clubs must prepare and forward to the GNCC Secretary or designated Membership and Dues Chairperson, every year a correct list of all their members and their officers on or before December 15th. Member Clubs shall notify the GNCC as soon as possible, of any changes to membership and officers. Section 4 USCA Dues Submission USCA membership dues shall be payable to the GNCC membership and Dues Chairman on or before December 15 of each year, in full. The GNCC Board of Directors may elect to not collect USCA Dues for the member clubs if the GNCC Board of Directors determines that it is in the GNCC s best interest. If the GNCC Board of Directors determines it is in the GNCC s best interest to have clubs directly report membership and pay dues to the USCA, the Member Clubs shall be responsible for submitting all USCA required membership rosters and dues as specified by, and on the schedule specified by, the USCA. Section 5 GNCC Funds Accounting The GNCC shall maintain funds in accounts as required to satisfy 501(c)3 regulations and separated general funds from funds donated for a specific purpose. i. Dues and Advertising Monies Dues and Advertising Monies shall be maintained as the General Fund and held in checking accounts, savings accounts, and/or interest bearing investment vehicles. 17

19 The General Fund shall be used for the defraying of all necessary expenses of the GNCC, and for the purchase of prizes for GNCC sponsored competitions. ii. Contingency Fund A Contingency Fund shall be maintained, composed of General Fund monies. The Contingency Fund shall be maintained at a minimum of one (1) year gross revenue to the GNCC, calculated from the previous fiscal year. Any expenditure which would reduce the Contingency Fund below the one (1) year gross income level, must be approved by a 2/3 majority of the GNCC Board of Directors. iii Special Purpose Funds Special Purpose Funds represent funds designated by the GNCC with a charter for the fund maintenance and usage, including repayment of funds if specified. Special Purpose funds shall not be transferred to the General Fund or Contingency Fund. Special purpose funds may be held in Savings accounts, checking accounts or interest bearing vehicles as determined most advantageous to the GNCC by the Treasurer. Examples of Special Purpose Funds are; Memorial Trust Fund, Legacy Trust Fund and Second Century Fund. Section 6 GNCC Budget Approval The GNCC authorized budget for the fiscal year shall be proposed by the Board of Directors at the Annual Membership Meeting and approved by Membership in accordance with Article I Section 9. Section 7 Non-Budgeted Expenditures. Expenditures not specified in the GNCC authorized budget as approved per Article V Section 6, ( non-budgeted expenditures ) exceeding Five Hundred Dollars ($500) must be approved by a majority of the GNCC Board of Directors. Section 8 Independent Audits/Financial Reviews. Annual Financial Reviews or Independent Audits shall be performed on the GNCC Financial Records as required by 501(c)3 law and all applicable regulations. A majority of the Board of 18

20 Directors or a majority of the Grand National Representatives may request an independent audit or review at any time. ARTICLE VI - Rules and Disputes Section 1 Rules Governing Play The rules governing play which have been adopted by the GNCC shall be the rules of the World Curling Federation for international competition as they have been adopted by the United States Curling Association, Inc. These rules will apply to all Grand National curling matches except as modified by the action of the Board of Directors, and ratified by the Membership. Section 2 GNCC Curling Season The GNCC curling season shall be defined as May 1st through the last day of April. Section 3 Disputes Disputes, relative to curling, arising between clubs connected with the GNCC and left for the decision of the Board of Directors. (i). A formal complaint from a member club shall be submitted in writing to the secretary, who shall lay the complaint before any three GNCC Officers or Directors not connected with the disputants; (ii). Said arbitrators must give their decisions within one month from the date of the reception of the dispute, unless good reasons are given for demanding further time. The arbitrators may call for additional evidence than that submitted, if they think proper. (iii). An appeal from the decision of the arbitrators may be made at the next Annual Meeting. A request for Appeal shall be submitted in writing, along with reasons, to the GNCC Secretary a minimum of forty five (45) days prior to the Annual Membership Meeting. (iv). The secretary shall provide notice to the Grand National Representatives a minimum of thirty (30) days prior to the Annual Membership Meeting. The notice shall 19

21 include the formal complaint, evidence introduced to the arbitrators and a summary of the arbitrators findings with all names redacted. (v). Said Representatives shall meet in special session to consider the appeal. The Representatives may uphold or overturn the Arbitrators decision by a majority vote of those present voting in person or by general proxy. (vi). The decision of the Grand National Representatives shall be final and not subject to further appeal or review. ARTICLE VII Amendments Section 1 By-Law Amendments After the initial adoption of these By-Laws commensurate with incorporation, no new By-Laws shall be introduced, nor any existing By-Laws amended or repealed, except at the stated Annual Meeting, and by two-thirds majority of the eligible votes represented at such meeting in person or by general proxy. Any such proposals must be submitted to the secretary not less than sixty (60) days prior to the date of the next Annual Meeting. The secretary shall notify each member club not less than forty-five (45) days prior to the date of the next Annual Meeting. Section 2 By-Laws Amendments Membership Meeting Changes Proposed By-Laws amendments may be modified during the Membership meeting provided the changes are consistent with the published By-Laws amendment change and the changes are approved by a two-thirds (2/3) majority of the eligible votes represented at such meeting in person or by general proxy. ARTICLE VIII - USCA Directors Section 1 USCA Directors Election and Duties The GNCC representatives that are to serve on the USCA Board of Directors shall be elected at the GNCC Annual Meeting. The USCA Directors shall represent and defend the rights and interests of the GNCC at the USCA. 20

22 Section 2 Commencement of Duties USCA Directors shall commence duties on the first day of the month following the annual membership meeting, and shall hold office for as many years as the Board of Directors determines (see Article VIII Section 4), or until their successors shall be appointed or elected. Section 3 Filling USCA Directors Vacancies In the event of any vacancy in USCA directorships, such vacancy shall be filled by the Board until the next Annual Meeting of the Membership, or at a special meeting specifically called for that purpose. Section 4 Length of Term The number of USCA Directors for the GNCC is calculated by the total membership of the GNCC as reported to the USCA, determined periodically. The length of term shall be adjusted by the Board of Directors as required to adjust for the number of USCA Directors assigned to the GNCC. ARTICLE IX Insurance Section 1 Member Club Requirement to Maintain Insurance Coverage GNCC clubs engaged in curling activities either as regular events or club development activites shall maintain appropriate insurance coverage, at their own expense, with the Grand National Curling Club of America, Inc. named as an additional insured entity. Member clubs shall provide proof to the GNCC Secretary that the GNCC is listed as an additional insured entity on their policy after each policy renewal, and other times as requested. Section 2 Directors and Officers Insurance The GNCC shall maintain Directors and Officers (D&O) insurance if the Board of Directors determines a need. Section 3 Bonding Any individual with access to GNCC funds shall be bonded. 21

23 Section 4 Insuring GNCC Assets The Board of Directors shall designate and insure GNCC assets as required. ARTICLE X - Liquidation Section 1 Liquidation of Assets In accordance with Section 501 (c) (3) of the Internal Revenue code, no financial benefit shall inure to the benefit of any individual or Member Club. In the event that the corporation is liquidated the Board shall designate one or more charitable organizations associated with curling, other than Member Clubs, that comply with Section 501 (c) (3) of the Internal Revenue Code, to receive the assets of the corporation. 22

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